C H Robinson Worldwide Inc

This advisory "say-on-pay" proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the company’s named executive officers as disclosed in the proxy materials. Management seeks shareholder approval to validate its compensation framework, which emphasizes pay-for-performance through a heavy weighting of long-term, equity-based incentives (60% PSUs / 40% RSUs for NEOs and increased PSU weighting for 2025) and annual cash incentives tied to enterprise relative market outgrowth and adjusted operating margin. The Compensation Discussion and Analysis explains recent program changes—such as moving to a relative volume metric, increasing pay-at-risk via PSUs, adopting a supplemental clawback policy, and refining peer group benchmarking—intended to align executive pay with sustainable margin improvement, productivity, and market outperformance. The vote is advisory, so while not binding, the Board and Talent & Compensation Committee state they will consider the outcome when setting future pay practices. Management frames the program as balancing retention, long-term alignment with shareholders, and rigorous performance measurement; it highlights robust governance practices including independent committee oversight and use of independent compensation consultants. The Board recommends an annual advisory vote (this year again asking for annual approval) to maintain regular shareholder feedback on executive pay. Given recent pay design changes and documented pay-for-performance links (including significant equity at risk and clawback provisions), the recommendation rationale emphasizes continued alignment with strategy and investor interests while preserving committee discretion to refine program details. Shareholders should view the proposal in context of the company’s disclosed incentive metrics, recent compensation outcomes, and the Board’s commitment to consider shareholder feedback in ongoing compensation governance.

This management proposal seeks shareholder approval to amend and restate the company’s 1997 Employee Stock Purchase Plan by increasing the share reserve by 3,500,000 shares (to 11,500,000) and making several design changes to broaden and modernize employee participation. Management frames the change as essential to maintain a long-term, broad-based ownership vehicle that supports recruiting, retention, and alignment with shareholders; the company estimates the expanded pool will be sufficient to cover purchases for at least ten years. Key design changes that materially affect plan economics and employee access include shortening eligibility from one year to 30 days, raising the maximum payroll contribution from 10% to up to 15%, and allowing fractional share purchases—changes that increase potential employee uptake and the frequency of participation. The proposal also seeks explicit shareholder approval to satisfy Nasdaq listing requirements and Internal Revenue Code Section 423 limits so that U.S. participation remains qualified under tax rules; without shareholder approval the restated terms would not take effect and available shares would be insufficient to meet management’s objectives. From a governance and dilution perspective, management discloses the post-amendment pool would represent less than 9.8% of outstanding shares as of March 11, 2026, and the Committee retains authority to set purchase periods, limits (including $25,000 annual per-participant limit under Section 423), and other operational parameters. The Board recommends FOR primarily on the basis that continued access to a competitive ESPP promotes employee ownership, retention, and alignment with long-term shareholder value, while preserving procedural checks such as Committee administration and compliance with Section 423. Investors should weigh the dilution impact and potential share issuance over time against the benefits of stronger employee alignment, the relatively modest reported percentage of outstanding shares, and the company’s statement that this will supply the plan for approximately a decade.